Dear Members,
Your Directors are pleased to submit their 38th Annual
Report of the business operations together with the Audited Financial Statements of the
Company for the year ended 31st March 2025:
1. OVERVIEW OF FINANCIAL RESULTS
|
2024-2025 |
2023-2024 |
Sales |
36500 |
28203 |
Other Operating Income |
79 |
135 |
Revenue from Operations |
36579 |
28338 |
Other Income |
315 |
148 |
Total Income |
36894 |
28486 |
Less: Materials Consumed |
27063 |
19277 |
Employees Remuneration & |
1908 |
1639 |
Benefits |
|
|
Manufacturing, Administrative, |
4231 |
3379 |
Selling & Other Expenses |
|
|
Total Expenses |
33202 |
24295 |
Operating Profit (EBITDA) |
3692 |
4191 |
Less: Finance Cost |
910 |
779 |
Profit Before Tax & Depreciation |
2782 |
3412 |
Less: Depreciation |
977 |
738 |
Net Profit Before Tax |
1805 |
2674 |
Less: Tax Expense |
|
|
Current Tax Expense |
395 |
756 |
Deferred Tax |
(55) |
34 |
Prior Year Tax Adjustments |
7 |
- |
Net Profit after Tax |
1458 |
1885 |
Other Comprehensive Income |
|
|
Add: Remeasurements of post- |
(27) |
(43) |
employment benefit |
|
|
obligation |
|
|
Income tax related to items |
7 |
12 |
that will not be reclassified |
|
|
to profit or loss |
|
|
Total Comprehensive Income for |
1438 |
1854 |
the period |
|
|
Earnings per share |
|
|
Basic & Diluted |
19.83 |
25.63 |
In the preparation of the financial accounts and the statements, the
Company has followed the Companies (Indian Accounting Standards) Rules 2015, as amended.
2. FINAL DIVIDEND
Based on the Company's performance, your Directors are pleased
to recommend for approval of Members a final dividend @ of 2.5/- (previous year
2.40) per equity share of the face value of 10.00/- each for the financial year 2024-25.
Dividend, if approved, aggregating to 183.83 lakhs.
TRANSFER TO RESERVE
There is no amount proposed to be transferred to General Reserves out
of the profit for the Financial Year 2024-25.
3. RIGHTS ISSUE
During the year, the company proposed to issue equity shares on a
rights basis to the existing eligible equity shareholders for an amount aggregating up to
1500 lakhs. The proceeds of the said issue are proposed to be utilized towards
interalia, repayment of borrowings availed by the company, capital expansion and general
corporate purposes. The draft letter of offer dated 30th September 2024 was
filed by the company with Securities and Exchange Board of India ("SEBI") and
BSE Limited ("BSE") on which the Rights Equity Shares are proposed to be listed.
The company received letter from BSE granting in-principle approval for undertaking the
Issue. Further SEBI issued final observations on the DLOF vide its letter dated 12th
March 2025. The company is in the process of filing the letter of offer with BSE and SEBI.
4. MANAGEMENT'S DISCUSSION AND ANALYSIS: F.Y. 2024-2025 I. Industry
Structure & Development: - The chemical industry serves as a fundamental pillar of
the global economy and acts as a key enabler for various sectors. From electronics and
paints to pharmaceuticals and cosmetics, chemicals are integral across diverse
applications, making them essential for the sustainable development of multiple
industries.
IntheIndiancontext,thechemicalindustryholds a prominent position in the
nation's economic growth. Among its various sub-segments, specialty chemicals
represent a high-growth, innovation-driven category characterized by low-volume,
high-value chemical formulations that are tailored for specific end uses.
Specialty chemicals are distinguished by their performance or
functional attributes rather than just their chemical composition. These products demand
deep technical knowledge, consistent innovation, and a customer-centric development
approach. The specialty chemical segment continues to gain strategic importance, both
domestically and globally, due to its application-driven nature and strong end-user focus.
TheCompanyoperatesinthespecialtychemicals segment, catering to niche
requirements across a broad spectrum of industries. We specialize in the manufacture and
sale of a diverse range of customized and specially formulated chemical products,
addressing the evolving needs of sectors such as Home and Personal Care, Industrial
Formulations, Paints and Coatings, Agrochemicals & Lubricants and Additives.
We serve a wide base of reputed customers across India and in
international markets, including the Americas, Europe, and the Far East. Our clients
operate in a multitude of industries, including but not limited to Metal Treatment, Wire
Enamels and Insulation, PVC Stabilizers, Inks and Coatings, Agrochemicals and Fertilizers,
Plastics, Polymers, and Rubber, Textile Processing, Latex Products and Tyres, Home and
Personal Care, Cosmetic and Detergent Formulations.
Our continued focus on product innovation, customization, and deep
industry understanding enables us to consistently meet the dynamic requirements of our
clients. As industries evolve and demand more efficient, sustainable, and specialized
solutions, the Company remains committed to delivering high-performance chemical products
that create value across the supply chain.
Details of the Company's main products and its end use
applications are as below:
Products |
End use Applications |
THEIC |
Available in both powder as well as |
|
in noodles form. Its end-use includes |
|
applications as heat stabilizers and PVC |
|
stabilizer. |
Ethoxylates & |
Used as dispersing agents in paper & pulp |
Propoxylates |
industry, emulsifiers in dye manufacture, |
|
means for dissolution and floatation, |
|
constituents of agro insecticides and |
|
herbicides, and in many other industrial |
|
applications. These products have |
|
applications as low-foaming nonionic |
|
surfactants and have excellent wetting |
|
and dispersing properties. |
Antioxidants |
The aminic antioxidants market has been |
|
segmented on the basis of application into |
|
plastic processing, rubber processing, |
|
fuel & lubricants and adhesives. |
HQEE |
HQEE is a specialty elastomer and |
|
crosslinking agent used as a chain |
|
extender for polyurethanes (PU). It is |
|
well suited for finishing and improving |
|
properties of materials. |
BC 700 |
Used as a matting and effects agent for |
|
the paint and varnish industry. |
II. Operating and Financial Performance of the Company (Rs in
Lakhs)
|
F.Y. |
F.Y. |
Change over |
|
2024-2025 |
2023-2024 |
Previous year |
i) Exports |
6130 |
6503 |
(5.73%) |
ii) Domestic |
30370 |
21700 |
39.95% |
iii) Other |
79 |
135 |
(41.48%) |
Operating |
|
|
|
Income |
|
|
|
Revenue from |
36579 |
28338 |
29.08% |
Operation |
|
|
|
Other Income |
315 |
148 |
112.84% |
Total Income |
36894 |
28486 |
29.52% |
In the financial year 20242025, the company earned a total income
of 36,894 lakhs, which is a 29.52% increase compared to 28,486 lakhs in
20232024. Revenue from operations rose to 36,579 lakhs from 28,338 lakhs, mainly
because of strong growth in domestic sales. Domestic sales went up by 39.95%, reaching
30,370 lakhs compared to 21,700 lakhs last year. However, export sales dropped by 5.73%,
from 6,503 lakhs to 6,130 lakhs, showing a dip in international demand. Other
operating income also fell by 41.48%, down to 79 lakhs from 135 lakhs. On the other
hand, other income more than doubled, rising by 112.84% to 315 lakhs from 148 lakhs.
Overall, the company had a strong year, mainly driven by growth in the domestic market.
The company saw strong growth in Ethoxylates and Antioxidant-based
products due to higher demand and better pricing.
III. Outlook
The global specialty chemicals industry continues to experience
uncertainty due to geopolitical tensions, trade wars, and evolving tariff structures.
These factors have disrupted supply chains and increased the cost of key raw materials.
However, they have also created new opportunities especially for Indian manufacturers.
As many global companies look for alternatives to other suppliers,
India is emerging as top choice for sourcing and manufacturing specialty chemicals, as it
opens up new chances to sell our products internationally and strengthen our position in
the global market.
In India, the demand for specialty chemicals is strong. The Company is
well-positioned to meet this demand with a focus on innovation, customer partnerships, and
operational excellence.
To make the most of these opportunities, the Company is increasing the
local sourcing of materials, expanding our production capacity, and investing in research
and development to create specialized products. Additionally, we are making efforts to
improve our supply chain flexibility, reducing dependence on volatile international
markets. Supportive government policies, infrastructure development, and a growing focus
on Make in India' are further strengthening the outlook for our sector. While
we remain cautious of ongoing global challenges, we are confident in our ability to
navigate this environment and deliver sustainable growth.
The Company remains committed to creating long-term value for
stakeholders through strategic investments, efficient operations, and responsible growth.
Our products continue to be well received by some of the world's
leading users of specialty chemicals across a variety of industrial applications. The
Company has been recognized as a reputable and dependable supplier to many Indian and
global consumers of specialty products developed in-house.
IV. Risks and Concerns
The specialty chemicals industry is facing significant risks due to
ongoing tariff wars and global conflicts, such as the Russia-Ukraine war and tensions in
the Middle East. These situations have led to rising prices for raw materials and supply
chain disruptions. The ongoing trade disputes between major economies, have made it harder
to predict costs and access key materials. As a result, the cost of producing chemicals
has increased, and the overall market has become more uncertain.
The Company is fully aware of these challenges and has put in place a
Risk Management Framework to identify, assess, and reduce the impact of these risks. The
management regularly reviews and discusses both current and potential future risks,
especially related to tariffs, trade policies, and supply chain instability. Effective
risk management is crucial for the success of the Company, and we take continuous
corrective actions to address any issues.
A key risk we face is the availability of critical raw materials, such
as Ethylene Oxide (EO), which is essential for producing several of our products.
Currently, EO is only supplied by a single manufacturer in the country, so any disruption
to its supply could have a major impact on production.
The Company is also committed to ensuring the health and safety of its
employees, customers, and the surrounding community. Some of our raw materials are
hazardous, and there are inherent safety risks in the manufacturing process. To address
these risks, we have implemented strict safety measures, equipment, and procedures that
meet global safety standards and legal requirements.
V. Internal Financials Controls and their adequacy
The Company has put in place internal checks and controls to ensure
smooth and efficient operations, and these are continuously being improved. These controls
are designed to ensure that the business runs in an orderly manner, follows company
policies, protects its assets, prevents and detects fraud and errors, maintains accurate
accounting records, and provides reliable financial information on time. The internal and
statutory auditors have reviewed the effectiveness of the internal financial controls.
Based on their assessments, the Board believes that the internal financial controls are
working well and that there are no significant weaknesses.
VI. Key Financial Ratios
Key Ratios |
2024-25 |
2023-24 |
Change |
Current Ratio1 |
0.77 |
0.88 |
(12.37%) |
Debt Equity Ratio |
1.05 |
1.04 |
0.87% |
Debt service |
1.94 |
2.59 |
(25.14%) |
Coverage Ratio2 |
|
|
|
Return on Equity |
16.40% |
25.44% |
(35.53%) |
Ratio3 |
|
|
|
Inventory Turnover |
7.29 |
7.12 |
2.52% |
Ratio |
|
|
|
Trade Receivable |
6.53 |
6.44 |
1.45% |
Turnover Ratio |
|
|
|
Trade Payable |
5.65 |
6.19 |
(8.70%) |
Turnover ratio |
|
|
|
Net Capital Turnover |
(8.87) |
(19.40) |
(53.98%) |
Ratio4 |
|
|
|
Net Profit Ratio3 |
3.99% |
6.65% |
(40.05%) |
Return on Capital |
13.29% |
19.56% |
(32.06%) |
Employed5 |
|
|
|
1 Due to increase in Current maturities of long-term borrowings.
2 Increase in principal repayment amount towards long-term borrowings
3 Reduction in Net Profit
4 Mainly due to increase in Current maturities of long-term borrowings
thereby reduction of working capital.
5 Due to reduction in Earnings before Interest and Tax
VII. Human Resources
Employee relationships at all levels, continued to be satisfactory
during the year. The management would like to place on record its appreciation of the
dedicated and strong support provided to your Company, by its employees at all levels. The
number of employees on the roll as on 31st March 2025 was 218.
(The statement in this report including Management's
Discussions & Analysis Report reflects Company's projections, estimates,
expectations, or predictions. These may be forward-looking statements within the meaning
of applicable securities laws and regulations. Actual results could differ materially from
those expressed or implied since your Company's operations are influenced by many
external and internal factors, beyond the control of the Company.)
5. DISCLOSURES UNDER COMPANIES ACT 2013 I. CORPORATE SOCIAL
RESPONSIBILITY The Board has approved the CSR policy of the Company which is published
on the Company's website at
https://sunshieldchemicals.com/wp-content/uploads/2021/12/CSR-Policy.pdf CSR activities of
the Company are carried directly and through Non-Government Organizations, who have track
record of minimum of 3 years in carrying out the activities, and other criteria's as
prescribed under Section 135 of the Companies Act, 2013 read with Schedule VII and
Companies (Corporate Social Responsibility Policy) Rules 2014, as amended from time to
time.
The Board Report on CSR is annexed herewith as Annexure I.
II. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
Information sought under the provisions of Section 134 (3) (m)
of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules,
2014 regarding conservation of energy, technology absorption and foreign exchange earnings
and outgo are given in the Annexure II, forming part of this report.
III. ANNUAL RETURN
The Annual Return has been placed on the website of the
Company and can be accessed at https://sunshieldchemicals.com
IV. CHANGES IN THE SHARE CAPITAL
There is no change in the share capital of the Company
during the financial year under review. The paid-up equity share capital as on 31st
March 2025 was 735.31 lakhs, comprising of 73,53,060 equity shares of face value of
10.00/- each.
V. NUMBER OF BOARD MEETINGS
The Board meets at regular intervals to discuss and decide
on business policies and strategy apart from regular Board business. During the financial
year under review, the Board of Directors met 5 times. The intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013. The details of
the Board meetings and the attendance of Directors are provided in the Corporate
Governance Report.
VI. COMPOSITION OF AUDIT COMMITTEE The Audit committee comprises of
Mr. Ajit Shah who is the Chairman of the Committee, Mr. Cyrus Poonevala, Mr. Mukesh
Malhotra and Mr. Jeet Malhotra. During the financial year under review, the audit
committee met 5 times. More details on the committee are given in the Corporate Governance
Report.
All the recommendations of the audit committee are accepted by the
Board.
VII. BOARD INDEPENDENCE
The definition of Independence of Directors is derived from
Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") and Section 149(6) of the Companies Act, 2013. Based on
the confirmation/ disclosures received from the Independent Directors and on evaluation of
the relationships disclosed, the following Non-Executive Directors are Independent in
terms of Regulation 16 of the Listing Regulations, and Section 149(6) of the Companies
Act, 2013;
1. Mr. Ajit Shah
2. Mr. Cyrus Poonevala
3. Prof. Aniruddha Pandit
4. Mr. Mukesh Malhotra
In compliance with Schedule IV of the Companies Act, 2013 and Rules
thereunder, the Independent Directors met on 13th March 2025 to discuss inter
alia issues as prescribed under the schedule IV of the Companies Act, 2013.
VIII. ANNUAL EVALUATION BY THE BOARD In compliance with the
Companies Act, 2013 and Regulation 19 read with Schedule II of Listing Regulations, the
Board has carried out the annual performance evaluation of its own performance, the
Directors individually as well as the evaluation of Committees. A structured questionnaire
was prepared covering various aspects of the Board's functioning such as adequacy of
composition of Board and committees, Board communication, timeliness and unbiased
information of right length and quality of information, Board culture, execution and
performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were evaluated on parameters
such as attendance and participation in the discussion and deliberation at the meeting,
understanding role and responsibilities as board member, demonstration of knowledge, skill
and experience that make him/her a valuable resource for the board.
The performance evaluation of the Independent Directors was carried out
by the entire Board. The performance evaluation of the Chairman and the Non-Executive
Directors was carried out by the Independent Directors. The Board appreciated the
contributions of all Directors in the working of the Company on the basis of evaluation
carried out.
IX. DIRECTOR REMUNERATION POLICY
The Remuneration Policy of the Company is hosted on the website of the
company at the following web link: https://sunshieldchemicals. c o m / w p - c o n t e n t
/ u p l o a d s / 2 0 2 1 / 1 2 / Remuneration-Policy.pdf
X. COMMENTS ON AUDITORS REPORT
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. CNK & Associates LLP, Chartered Accountants, Statutory
Auditors, in their report and by M/s. P. Naithani & Associates, Company Secretaries,
in their Secretarial Audit report.
XI. RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arm's length
basis and are in compliance with the applicable provisions of the Companies Act, 2013 and
the Listing Regulations. There are no materially significant related party transactions
entered into by the Company with Promoters, Directors or KMP etc., which may have
potential conflict with the interest of the company at large.
All related party transactions are first approved by the Audit
Committee and thereafter placed before the Board for their information.
A statement of all related party transactions is presented before the
Audit Committee meeting on quarterly basis, specifying the nature, value and terms and
conditions of the transactions. Since there are no material related party transactions and
also all the transactions with related parties are at arm's length and in the
ordinary course of business, no transactions are required to be reported in Form AOC
2. Note No. 35 in the notes to financial statements provides the details of all the
related party transactions.
The Related Party Transaction Policy is uploaded on the company's
website at https://sunshieldchemicals.com/wp-content/ uploads/2023/03/RTP-Policy.pdf
XII. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the end of the financial
year of the Company to which the Financial Statements relate and the date of the report.
XIII. VIGIL MECHANISM
The Company has established a vigil mechanism for Directors and
Employees to report their genuine concerns in compliance with provision of section 177
(10) of the Companies Act 2013 and Regulation 22 of Listing Regulations. The Audit
Committee of the Board oversees the functioning of this policy. Protected disclosures can
be made by a whistle blower through several channels to report actual or suspected frauds
and violation of Company's Code of Conduct and/or Ethics Policy. There have been no
instances of denying any personnel seeking access to the Chairman of the Audit Committee
The details of the policy have been disclosed on the Company's website at https://
sunshieldchemicals.com/wp-content/ uploads/2024/04/Whistle-Blower-Policy.pdf
XIV. CORPORATE GOVERNANCE
Detailed report on the Corporate Governance, forms part of this Report.
A certificate from M/s. P. Naithani & Associates, Company Secretaries, regarding
compliance of conditions of Corporate Governance as stipulated under Regulation 34 read
with Schedule V of Listing Regulations is annexed to the said Report.
6. BOARD OF DIRECTORS COMPOSITION
The composition of the Board of Directors of the Company is in
complete conformity with the requirements of Listing Regulations and Companies Act 2013.
The details of the Board of Directors, as on date of this report are as under:
Sr. Name of Director no. |
Category of Directorship |
1. Dr. Maya Parihar Malhotra |
Non-Executive Chairman and
Woman Director |
2. Mr. Ajit Shah |
Non-Executive |
|
Independent Director |
3. Mr. Cyrus Poonevala |
Non-Executive |
|
Independent Director |
4. Prof. Aniruddha Pandit |
Non-Executive |
|
Independent Director |
5. Mr. Mukesh Malhotra |
Non-Executive Additional |
|
Independent Director |
6. Mr. Jeet Malhotra |
Managing Director & CEO |
7. Dr. Anand Parihar |
Non-Executive Director |
The composition of the Board represents an optimal mix of
professionalism, knowledge and experience which enables the Board to discharge its
responsibilities and provide effective strategic guidance to the business.
None of the Directors on the Board is a Director in more than 10 public
companies or is a Member in more than 10 committees or Chairperson of more than 5
committees. And none of the Independent Directors serves as an Independent Director in
more than 7 listed entities.
7. DIRECTORS & KEY MANAGERIAL PERSONNEL
The Board of your Company is duly constituted with a proper balance of
Executive, Non-Executive, and Independent Directors.
Retirement by Rotation:
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013 and Articles of Association of the Company Dr. Maya Parihar Malhotra (DIN:
00302976) will retire by rotation at the ensuing Annual General Meeting ("AGM")
of the Company and being eligible, offer herself for reappointment. The Board recommends
her reappointment.
Appointment of Director
During the year under review, the Board of Directors had, on the
recommendation of the Nomination and Remuneration Committee, appointed Prof. Aniruddha
Pandit (DIN: 02471158) as an Additional Non-Executive Independent Director of the Company
w.e.f 14th March 2025 for a period of five (5) years, subject to the approval
of the members. Subsequently, the shareholders approval was taken by postal ballot which
was passed on 21st April 2025.
The Board had, based on the recommendations of Nomination and
Remuneration Committee, at its meeting held on 5th May 2025, appointed Mr.
Mukesh Malhotra (DIN: 01131063) as an Additional Non-Executive Independent Director of the
Company, not liable to retire by rotation, for a tenure of five (5) years from 5th
May 2025 to 4th May 2030, subject to approval of Members at the ensuing Annual
General Meeting. He shall hold office as an Additional Director upto the date of this AGM
and is eligible for appointment as an Independent Director of the Company.
Cessation of Director
During the year under review, Mrs. Aruna Soman (DIN: 03622209)
stepped down as an Independent Director of the Company on the close of business hours of
28th October 2024. The Board placed on record their appreciation for the
valuable contribution made by Mrs. Aruna Soman towards growth and transition of your
Company during her tenure.
Completion of term of Mr. Ranjal L. Shenoy (DIN:00074761),
Non-Executive Independent Director During the year under review, Mr. Ranjal L Shenoy
(DIN:00074761) completed his second term of 5 (five) consecutive years as an Independent
Director of the Company on the close of business hours of 19th March, 2025.
Accordingly, he ceased to be a Director of your Company and member of various Board
Committee(s) on the close of Business hours on 19th March 2025. The Board
placed on record their appreciation for the valuable contribution made by Mr. Ranjal L
Shenoy over a decade towards growth and transition of your Company during his tenure.
None of the Directors is disqualified from being appointed as Director
as specified in Section 164(2) of the Companies Act, 2013. Note on the background of the
Director proposed for reappointment is given as an annexure to the Notice, which forms
part of this Annual Report.
Key Managerial Personnel
Pursuant to Sections 2 (51) and 203 of the Companies Act 2013, Mr. Jeet
Malhotra, Managing Director and CEO, Mr. Ashish Agarwal CFO and Mr. Amit Kumashi Company
Secretary of the Company are designated as Key Managerial Personnel of the Company.
8. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Prior to the induction of a Director on the Board, the Managing
Director and the management team brief the incoming Independent Director about the
Company, its line of business, and the composition of the present board, organization
chart etc. The appointment letter issued to the Independent Directors also sets out
detailed terms of employment including their roles, functions, responsibilities and their
fiduciary duties, code of conduct, performance evaluation process etc. as an independent
director of the Company.
Independent Directors have right to access information and documents
for enabling them to have a good understanding of the Company and its various operations.
9. SIGNIFICANT AND MATERIALS ORDERS PASSED BY THE REGULATORS/
COURTS/ TRIBUNALS
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impacted the going concern status and Company's operations
in future.
10. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to
Section 134(3)(c) of the Act, the Directors of your Company, to the best of their
knowledge and based on the information and explanations received from the Company confirm
that: (a) in the preparation of the annual Financial Statements for the financial
year ended 31st March 2025, the applicable accounting standards have been
followed and there are no material departures from the same; (b) the Directors have
selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of your Company as at 31st March 2025 and of the profit of your
Company for the said period; (c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; (d) the annual accounts have been
prepared on a going concern' basis; (e) proper internal financial
controls to be followed by the Company were laid down and such internal financial controls
are adequate and were operating effectively and; (f) proper systems to ensure
compliance with the provisions of all applicable laws were devised and as certified by the
internal auditors such systems were adequate and operating effectively.
11. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, REDRESSAL) ACT 2013
The Company has in place Prevention of Sexual Harassment Policy in line
with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, Redressal) Act, 2013 ("POSH"). The
Company has zero tolerance on Sexual Harassment at workplace.
In compliance with the provisions of POSH and the Companies Accounts
Rules, 2014, as amended, the internal committee has been set up to redress complaints
received regarding sexual harassment. All employees are covered under this Policy. All
employees (permanent, contractual, temporary, trainees and other stakeholders) are covered
under this policy. The following is the summary of sexual harassment complaints received
and disposed off during the Financial Year 2024-25:
Number of Complaints |
Number of |
Nature |
of sexual harassment |
complaints disposed |
of action |
received during the |
off during the |
taken by the |
period April 2024 to |
period April 2024 to |
employer |
March 2025 |
March 2025 |
|
NIL |
Not applicable |
Not applicable |
12. SECRETARIAL STANDARDS
The Company complies with applicable Secretarial Standards issued by
The Institute of Company Secretaries of India and approved by the Central Government under
Section 118(10) of the Companies Act, 2013 for the financial year ended 31st
March 2025.
13. FRAUD REPORTING BY AUDITORS
As required under Section 134(3) (ca) of the Companies Act, 2013,
Directors confirm that there were no instances of fraud reported by the Auditors.
14. AUDITORS Statutory Auditors
M/s. CNK & Associates LLP, Chartered Accountants (ICAI Firm
Registration No. 101961W /W100036) were appointed as Statutory Auditors of the Company for
a period of five consecutive years at the 36th AGM of the Company held on 25th
August 2023 to hold office from the conclusion of the said Meeting till the conclusion of
the 41st AGM to be held in the year 2028.
The Statutory Auditors have given a confirmation to the effect that
they are eligible to continue with their appointment and have not been disqualified in any
manner from continuing as Statutory Auditors. The remuneration payable to the Statutory
Auditors shall be determined by the Board of Directors based on the recommendation of the
Audit Committee.
Cost Auditors
As per Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare,
maintain as well as have the audit of its cost records conducted by a Cost Accountant. The
Company has maintained the Cost Records as prescribed under the Companies (Cost Records
and Audit) Rules, 2014. The Board on the recommendation of the Audit Committee has
appointed M/s. Kishore Bhatia
& Associates, Cost Accountants (Firm Registration No. 000294) as
the Cost Auditors of the Company for financial year 2025-26 under Section 148 and all
other applicable provisions of the Companies Act, 2013.
M/s. Kishore Bhatia & Associates have confirmed that they are free
from disqualification specified under Section 141(3) and proviso to Section 148(3) read
with Section 141(4) of the Companies Act, 2013 and that the appointment meets with the
requirements of Section 141(3)(g) of the Companies Act, 2013. They have further confirmed
their independent status and an arm's length relationship with the Company.
The remuneration payable to the Cost Auditors is required to be placed
before the Members in a General Meeting for their ratification. Accordingly, a resolution
seeking Members' ratification for the remuneration payable to M/s. Kishore Bhatia
& Associates is included at Item No. 4 of the Notice convening the AGM.
The Cost Audit Report for the Financial Year ended 31st
March 2024 was filed with the Ministry of Corporate Affairs on 16th August 2024
within the stipulated time mandated in the Companies (Cost Records & Audit) Rules,
2014, as amended. Secretarial Auditors Pursuant to the amended provisions of
Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and
Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors, at their meeting held on 5th
May, 2025 have recommended the appointment of M/s. Naithani
& Shetty Associates a Peer Reviewed firm of
Company Secretaries in Practice (Firm Registration No. P2025MH103800)
as a Secretarial Auditors of the Company to conduct the Secretarial audit of the Company
for a term of 5 (five) consecutive financial years (from 1st April 2025 to 31st
March 2030), to hold the office from conclusion of 38th (Thirty-Eighth) Annual
General Meeting ("AGM") till the conclusion of 43rd (Forty-Third)
AGM of the Company to be held in the year 2030. The appointment will be subject to
Member's approval at the ensuing AGM. Brief resume and other details of M/s. Naithani
& Shetty Associates, Company Secretaries in Practice, are separately disclosed in the
Notice of ensuing AGM.
M/s. Naithani & Shetty Associates have given their consent to act
as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if
made) would be within the prescribed limits under the Act & Rules made thereunder and
SEBI Listing Regulations. They have also confirmed that they are not disqualified to be
appointed as Secretarial Auditors in terms of provisions of the Act & Rules made
thereunder and SEBI Listing Regulations. The Report of the Secretarial Auditor for
financial year 2024-25 which is unmodified is appended to this Report as Annexure III.
Internal Auditors
M/s. Nikhil Narkar & Associates, Chartered Accountants have
conducted internal audits periodically and submitted their reports. Their Reports have
been reviewed by the Audit committee from time to time.
15. PROHIBITION OF INSIDER TRADING
In compliance with the provisions of SEBI (Prohibition of Insider
Trading Regulations) 2015, as amended from time to time, to preserve the confidentiality
and prevent misuse of unpublished price sensitive information (UPSI)/Leak of UPSI, the
Company has adopted a Code of Conduct for Insider Trading for prohibition of Insider
trading which was revised and approved by Board, for Promoters, Members of Promoter group,
Directors, Designated Person/ Employees, their immediate relatives, and substantial
shareholders in the listed Company. This policy also provides for periodical disclosures
from the designated persons as well as pre-clearances of transactions by such persons.
16. CEO & CFO CERTIFICATION
Certificate from Managing Director and Chief Financial Officer,
pursuant to the Regulation 17 of the Listing Regulations, for the financial year 2024-25
is given in Annexure IV.
17. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS
The Company has not provided any loans, Guarantees or made
investments under Section 186 of the Companies Act, 2013
18. DEPOSITS
There are no deposits outstanding as on 31st March 2025
and that Company has not accepted any deposits from public / members under Section 73 of
the Act, read with Companies (Acceptance of Deposits) Rules, 2014 during the year.
19. SUBSIDIARY, ASSOCIATES AND JOINT
VENTURES
The Company does not have any subsidiary or associates or joint
ventures as on the date of this report.
20. EMPLOYEES
The information required pursuant to Section 197 read with Rule 5
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company, is annexed herewith as Annexure V.
The information required pursuant to Section 197 of the Companies Act,
2013 read with Rule 5(2) & (3) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, in respect of managerial personnel of your company is
available for inspection by the members at registered office of the company during
business hour on working days up to the date of the ensuing AGM. If any member is
interested in obtaining a copy thereof, such member may write to the Company Secretary,
whereupon a copy would be sent. There were no employees who were drawing remuneration
exceeding 1.02 Crores per annum.
21. ENVIRONMENT, HEALTH AND SAFETY
Your Company recognizes importance of Health and Safety of its
employees and its neighbourhood. Regular Safety Audits are being conducted. Your Company
has adopted a Health, Safety and Environment Policy, which applies to all employees and
other stakeholders.
The Company ensures safe, healthy and eco-friendly environment at its
plant and surrounding area. The Company continually works towards identification and
reduction of risks and prevention of pollution at its plant and its surroundings.
22. TRANSFER OF SHARE TO IEPF DEMAT ACCOUNT The provision
pertaining to transfer of shares on which dividend was unclaimed/unpaid for seven years to
Investor Education and Protection Fund Authority will be applicable to the Company in the
year 2029.
23. APPRECIATION
Your Directors place on record their sincere appreciation of the
wholehearted support extended by the Company's bankers, business associates,
employees' union, shareholders, auditors and various statutory authorities, both,
central and state Government.
The accompanying Annexures I to V form an integral part of this
Director Report.
For and on behalf of the Board of Directors
|
Dr. Maya Parihar Malhotra |
Mumbai |
Chairperson |
5th May 2025 |
DIN 00302976 |